WabashRegional2022

B Y L A W S

46

SECTION 9. BONDS OF OFFICERS. The Treasurer and any other officer or agent of the Cooperative charged with responsibility for the custody of any of its funds or prope y shall be bonded in such sum and with such surety as the Board shall determine. The Board in its discretion may also require any other officer, agent, or employee of the Cooperative to be bonded in such amount and with such surety as it shall determine. SECTION 10. COMPENSATION. The powers, duties, and compensation of officers, agents, and employees shall be fixed by the Board subject to the provisions of these Bylaws with respect to compensation for a Director and close relatives of a Director. SECTION 11. REPORTS. The officers of the Cooperative shall submit at each annual meeting of the members, repo s covering the business of the Cooperative for the previous fiscal year. Such repo s shall set fo h the condition of the Cooperative at the close of such fiscal year. ARTICLE VII INDEMNIFICATIONOFOFFICERS, DIRECTORS, EMPLOYEES AND AGENTS SECTION 1. The Cooperative shall indemnify any person who was or is a pa y, or is threatened to be made a pa y to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by, or in the right of, the Cooperative) by reason of the fact that such person is or was a Director, officer, employee or agent of the Cooperative or who is or was serving at the request of the Cooperative as a Director, officer, employee or agent of another cooperative, association, corporation, pa nership, joint venture, trust or other enterprise, against expenses (including a orney’s fees), adjustments, fines and amounts paid in se lement actually and reasonably incurred by such person in connection with such action, suit or proceedings, if such person acted in good faith and in amanner such person reasonably believed to be in, or not opposed to, the best interests of the Cooperative, and with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any action, suit or proceeding by judgment, order, se lement, conviction, or upon pleas of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in, or not opposed to, the best interests of the Cooperative, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct of such person was unlawful. SECTION 2. The Cooperative shall indemnify any person who was or is a pa y, or is threatened to be made a pa y to, any threatened, pending, or completed action or suit by, or in the right of, the Cooperative to procure a judgment in its favor by reason of the fact that such person is, or was, a Director, officer, employee or agent of the Cooperative, or is, or was, serving at the request of the Cooperative as a Director, officer, employee or agent of another cooperative, association, corporation, pa nership, joint venture, trust or other enterprise, against expenses (including a orney’s fees) actually and reasonably incurred by such person in connection with the defense or se lement of such action or suit, if such person acted in good faith, and in a manner such person reasonably believed to be in or not opposed to the best interests of the Cooperative, and except that no indemnification shall be made in respect of any claim, issue

or ma er as to which such person shall have been adjudged to be liable for negligence or misconduct in the pe ormance of the duty of such person to the Cooperative, unless, and only to the extent that the Cou in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity of such expenses as the cou shall deem proper. SECTION 3. To the extent that a Director, officer, employee or agent of the Cooperative has been successful, on the merits or otherwise, in the defense of any action, suit or proceedings referred to in SECTIONS 1 and 2, in defense of any claim, issue or ma er therein, such person shall be indemnified against expenses (including a orney’s fees) actually and reasonably incurred by such person in connection therewith. SECTION 4. Any indemnification under SECTIONS 1 and 2 (unless ordered by a cou ) shall be made by the Cooperative only as authorized in the specific case, upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set fo h in SECTIONS 1 and 2. Such determination shall be made (1) by the Board by a majority vote of a quorum consisting of Directors who were not pa ies to such action, suit or proceedings, or (2) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a wri en opinion, or (3) by the members. SECTION 5. Expenses incurred in defending a civil or criminal action, suit or proceedings may be paid by the Cooperative in advance of the final disposition of such action, suit or proceedings, as authorized by the Board in the specific case, upon receipt of an unde aking by or on behalf of the Director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by the Cooperative as authorized in this ARTICLE. SECTION 6. The indemnification provided by this ARTICLE shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of members or disinterested Directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person. SECTION 7. The Cooperative may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Cooperative, or who is or was serving at the request of the Cooperative as a Director, officer, employee or agent of another cooperative, association, corporation, pa nership, joint venture, trust or other enterprise, against any liability asse ed against such person and incurred by such person in any such capacity, or arising out of the status of such person as such, whether or not the Cooperative would have the power to indemnify such person against such liability under the provisions of

this ARTICLE. SECTION 8.

If the corporation has paid indemnity or has advanced expenses under this ARTICLE VII to a Director, officer, employee or agent, the corporation shall repo the indemnification or advance in writing to the members entitled to vote with or before the notice of the next meeting of such members.